The Directors take pleasure in presenting the fifty - third Report and
Accounts of Phillips Carbon Black Limited for the financial year ended
31st March, 2014.
In terms of the General Circular 08/2014 dated 4th April, 2014, the
financial statements, and the documents required to be attached thereto
and the Board''s Report for the year under review have been prepared in
accordance with the relevant provisions, schedules and rules of the
Companies Act, 1956 (the Act)
FINANCIAL HIGHLIGHTS
(Rs. in crore)
Year ended 31.03.14 31.03.13
Total Revenue 2297.97 2294.18
PBDIT 104.48 74.97
Less: Finance and
hedging cost 138.65 64.22
PBDT (34.17) 10.75
Less: Depreciation 53.74 50.79
PBT (87.91) (40.04)
Tax Expense (1.31) (19.39)
PAT (86.60) (20.65)
Balance brought forward 255.57 278.23
Profit available for
Appropriation 168.97 257.58
Proposed Dividend --- 1.72
Tax on aforesaid
Dividend --- 0.29
Balance carried
forward to
Balance Sheet 168.97 255.57
DIVIDEND
In view of the absence of profit during the year under review, your
Directors are unable to recommend any dividend for the financial year
ended 31st March, 2014.
Major Expansion Plans
Projects are proceeding at a pace considered appropriate in view of the
prevailing economic situation, global scenario and the Company''s
business strategy.
Your Company is examining the viability of setting up a new power plant
to utilize the tail gas from the recently commissioned carbon black
facility at Kochi.
Subsidiaries
In accordance with the general exemption granted by Ministry of
Corporate Affairs under section 212(8) of the Companies Act, 1956,
(''the Act'') the accounts of the subsidiaries namely, Phillips Carbon
Black Cyprus Holdings Limited, PCBL Netherlands Holdings B.V, Phillips
Carbon Black Vietnam Joint Stock Company and Goodluck Dealcom Private
Limited for the year 2013-14 and the related detailed information will
be made available to the holding and subsidiary companies'' investors
seeking such information at any point of time and are not attached.
Copies of the annual accounts of the subsidiary companies will also be
kept open for inspection by any investor in the Registered Office of
the Company and of the subsidiary companies concerned. The Company
shall furnish a hard copy of accounts of subsidiaries to any
shareholder on demand. The Company publishes Consolidated Financial
Statements of the Company and its subsidiaries duly audited by Messrs
Price Waterhouse, Kolkata, Auditors, prepared in compliance with the
applicable Accounting Standards and the Listing Agreement with the
Stock Exchanges. The Consolidated Financial Statements for the year
2013-14 form part of the Annual Report and Accounts.
FUTURE OUTLOOK
Carbon Black
Demand for carbon black in India is expected to grow @ 6-7% during the
next couple of years and is likely to receive significant boost when
new capacity for tyre manufacturing hits the market. Your Company is
well poised to cater to higher demand as and when such need arises in
the domestic market.
Overseas demand for carbon black is expected to grow @3-4%. Your
Company has established offices and logistics network overseas to widen
its presence and reduce the delivery period in the international
market. This will continue to be a major thrust area for your Company
in the coming years.
Power
As mentioned earlier, your Company is examining the feasibility of
setting up a power plant at Kochi which will assist the Company shore
up its profit from the Power segment. Realisation is expected to
improve in the coming quarters, however, open access will remain a
concern.
Steps in Manufacturing and Procurement
Your Company continues to focus on various initiatives to improve
operational efficiencies like improving yield, exploring new
geographies for feedstock sourcing as well as investing in technical
capabilities for developing new grades particularly for non-rubber
applications.
Conservation Of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo A statement giving details of conservation of
energy, technology absorption, foreign exchange earnings and outgo, as
required under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 is annexed. This forms an integral part of this
Report.
Public Deposits
The Company does not have any Public Deposit Scheme and has repaid all
Public Deposits that matured and were claimed by the depositors under
the earlier Public Deposit Schemes. Matured unclaimed deposits as on
31st March, 2014 amounted to Rs. 45,000/-. Apart from matured unclaimed
deposits, no amount is outstanding as on 31st March, 2014.
Particulars of Employees
The information as required in accordance with Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules,1975, as amended, is set out in an annexure to this Report.
However, as per the provisions of Section 219(1)(b)(iv) of the
Companies Act, 1956, the Report and the Accounts are being sent to all
the Shareholders of the Company excluding the aforesaid information.
Any shareholder interested in obtaining such information may write to
the Company Secretary at the Registered Office of the Company. The said
information is also available for inspection at the Registered Office
during working hours up to the date of the Annual General Meeting.
Corporate Governance
Under Clause 49 of the Listing Agreement with the Stock Exchanges, a
section on Corporate Governance together with a certificate from the
Company''s Auditors confirming compliance is set out in the Annexure
forming part of this Annual Report.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
to the best of their knowledge and belief confirm that :
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed and that there are no material departures;
ii) appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of profit or loss of the
Company for the period;
iii) proper and sufficient care have been taken, for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
Auditors
The Auditors, Messrs Price Waterhouse, retire at the ensuing Annual
General Meeting and are eligible for re-appointment.
Cost Audit
The Central Government has approved the appointment of Messrs Shome &
Banerjee, Cost Accountants, for conducting cost audit for the financial
year ended 31st March, 2014.
Messrs Shome & Banerjee, Cost Accountants, have given their consent
along with their Certificate of Independence for conducting the audit
of the cost accounts for the financial year ending 31st March, 2015.
Cost Audit Report for the financial year ended 31st March, 2013 was
filed on 28th September, 2013.
Directors
Mr. Sanjiv Goenka and Mr. Paras K. Chowdhary, retire by rotation at the
forthcoming Annual General Meeting and being eligible offer themselves
for re-appointment.
As per Section 149 and other applicable provisions of the Companies
Act, 2013, your Directors are seeking appointment of Mr. O P Malhotra,
Dr. Ram S Tarneja, Mr. C R Paul, Mr. K S B Sanyal, and Mr. Pradip Roy
as Independent Directors for five consecutive years for a term upto
29th July, 2019. Details of the proposal for appointment of Mr. O P
Malhotra, Dr. Ram S Tarneja, Mr. C R Paul, Mr. K S B Sanyal and Mr.
Pradip Roy are mentioned in the Explanatory Statement under Section 102
of the Companies Act, 2013 of the Notice of the 53rd Annual General
Meeting.
Mr. Altaf Jiwani, Chief Financial Officer was appointed by the Board of
Directors as an Additional Director of the Company with effect from 1st
April, 2014. The Directors are seeking appointment of Mr. Altaf Jiwani
as a Whole Time Director, retiring by rotation, designated as ''Chief
Financial Officer'', for a period of 3 years w.e.f 1st April, 2014.
Details of the proposal for appointment of Mr. Altaf Jiwani is
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the 53rd Annual General Meeting.
His appointment is appropriate and in the best interest of the Company.
Forward - looking Statement
This Report contains forward looking statements that involve risks
and uncertainties. Actual results, performance or achievements could
differ materially from those expressed or implied in such forward
looking statements. Significant factors that could make a difference to
the Company''s operations include domestic and international economic
conditions affecting demand-supply and price conditions, foreign
exchange fluctuations, changes in government regulations, tax regimes
and other statutes.
Acknowledgement
Your Directors record their grateful appreciation for the
encouragement, assistance and co-operation received from members,
government authorities, banks and customers. They also thank them for
the trust reposed in the Management and wish to thank all employees for
their commitment and contribution.
For and on behalf of the Board
Kolkata Sanjiv Goenka
29th April, 2014 Chairman